The Avengers: Counter Initiative
by The Amazing Shrinking Violet
Summary: Shortly after the Civil War, shortly after the Initiative, a new group of supervillians and old foes return to test the mettle of the newest Avengers, their allies, and their recruits. But will they be able to survive, in the facing of mounting loss?
1. Chapter 1: Strange Bedfellows

Avengers: The Initiative

In

"Counter Initiative"

Arc 1, Chapter 1 -Strange Bedfellows, or "Introductions"

Disclaimer: None of the characters or events depicted here are of my creation, save for my original characters that appear throughout this piece of fiction. Unless stated otherwise, all characters are the property of the Marvel Comics Group and their subsidiaries.

Author's Note: If some of the situations here seem a bit out of character for some of those here, there are perfectly reasonable explanations that shall be presented in later chapters/arcs. Please bear with me until then.

* * *

The woman in the bed stirred as a stray ray of light shone on her face, making her groan and stir. "Ugh…" the woman sat up with a groan, feeling very warm, damp…and sticky. Very sticky…She touched her cheek, and with a giggle, remembered the events of the night before…the very passionate, and sticky, night before.

This woman was Janet van Dyne, more well-known as the winsome Wasp, and this was the first night in a long time that she'd slept that good…though in recent years it hadn't been that often that she'd been in a marathon love session with an attractive young man. As she lay back on the bed, her neck length hair brushing against the damp pillow beneath her, she sighed happily, and looked up at the roof, crossing her arms over her covered breasts, cheeks flushing a bit.

There was a clicking sound as the bathroom door to the almost-sparsely decorated apartment, and a man in his early to mid twenties stepped out, with a fairly slender form, but tall, and with a fair amount of muscle, and long reddish-blonde hair tied in a ponytail, with a towel draped over his shoulders, and wearing a silken bathroom, his clear blue eyes unblinking for several moments as he turned his head at the giggle he heard, and smiled softly to the older woman. "Oh, good morning, Janet…I didn't want to wake you…"

"It's alright, Erik. Mmmm…god, last night was amazing…best I've had in a while…" She purred, stretching out against the bed while the young man chuckled, and began to get dressed, pulling on a pair of underwear, then jeans, and a t-shirt, finally putting on a leather jacket, and waved to the brunette. "Where are you going?"

"Oh, I have to go out to meet someone…don't worry, I'll be back in an hour or so…there's plenty of food in the kitchen, if you get hungry." He exited the bedroom, walked to the main hall of the apartment, then exited through the front door.

With a nod and a wave, the Wasp lay back in the bed, yawning, and closed her eyes, a relaxed smile on her face.

* * *

The young man known as Erik was walking down the streets of New York, with a great deal on his mind. He was a member of the new Initiative group for the State of New York, with high chances of ending up an Avenger in the future if he kept up the good work. He was assumed to be at least half Titanian Eternal, leading to the codename of Titan. The powers they knew about were cosmic enhanced durability, strength, flight, forcefields, and longevity. However, it was what they DIDN'T know that made Erik nervous.

He possessed a 'euphoria' power, similar to that of the Avenger Starfox, able to persuade any woman to do what he wanted, and to make them obsesses over any person, thing, or whatever, that he wanted them to, including himself. That was how he bedded Wasp, and a number of other superheroines, including Tigra, Ms. Marvel, to name some. However, his power was more refined than Starfox's, not wearing off at all, but rather 'turning off' when Erik so decided it. He had been taking things easy, until a mysterious figure confronted him one day and revealed that he knew the young man's secret, and that he was perfectly willing and able to provide this information and evidence to Iron Man and others, and have Erik imprisoned for the rest of his life.

And so, he was on to a meeting with that figure, as he finally got in touch with Erik again, and wanted to meet with him, and get him to do something for him. Which probably wasn't a good thing, but would keep the blonde out of jail longer…

When he made it to the meeting place, which happened to be a small bistro on a corner of Times Square, he found a young man – younger than him, actually – with medium length raven hair, a healthy, almost glowing, tan, and wearing a dark overcoat, pants, and shirt, with matching boots and gloves. He was wearing a pair of stylish sunglasses, mirrored, and was sipping on a cup of coffee, grimacing after a few moments, and motioning for Erik to take the seat across from him.

"Well…glad you made it."

"What do you want?"

"What do I want? I want a lot of things, my friend. For one, Tony Stark's head on a platter…though these days that's a very hard thing to achieve. So I'll settle for ruining the perfect little world he's trying to create." He used his left foot to push over a satchel to the blonde, who picked it up, and looked inside, promptly going a bit red in the face.

"Uh, what the hell is this thing?"

"That's gonna be your new costume. See, you're just the person I need working for me in my little endeavor…the problem is, if you get caught and exposed, my plan goes up in smoke. So this outfit, as revealing and bizarre as it is, will conceal your identity from your former allies, as well as confuse them in regards to any possible connections to your 'true' self." The young man nodded, smiling wickedly. "A friend of mine helped me create it…though we won't go into particulars now."

"And why exactly have you conferred this 'gift' upon me, exactly?"

"I expect you to partake in a little 'exercise' I've arranged for Stark's new Avengers…it should be quite fun, if it all goes well. But for that, you have to play your part…but if things start to go wrong, escape as soon as possible. You being arrested would put a significant cramp in my plans…"

"Right…" the blonde closed the case, and stood up after a few moments, while the other finished his coffee, and stood as well, and began walking into an alley, and vanished upon turning the corner…or so it seemed. "Hmph…what have I gotten myself into…?" the Eternal mused as he began to walk the other way, not paying much mind to the myriad voices cheering as the face of Registration flew overhead, the cherry red and gold figure of Iron Man soaring through the skies of New York.

* * *

It was later that day, and the foot traffic had picked up in Times Square. All in all, it was an idyllic day, with shoppers, tourists, and natives all milling about and just taking in the joy of a peaceful day. That is, until HE arrived.

With a loud explosion, a metal figure burst from the utilities tunnels under the street, and began firing blasts of red energy from its eyes. As the smoke cleared, and the people could see the attacker, they would scream, cry out, and make sounds of terror as the sunlight glinted off that unbreakable body, the eerie glow of the red eyes and jack o'lantern mouth of the robotic menace known as Ultron began his attack on the people of New York.

"Foolish humans! Nothing can withstand the might of Ultron!" His distorted, booming voice echoed as he began walking forward, raising his hands and firing bursts of energy from his palms, ionic energy escaping his mouth as his reactor began pumping up the juice. This continued for several moments, and after so long, finally attracted the attention of the Avengers…but the wrong ones.

A blast of magical energy struck Ultron from behind, and chunks of pavement were thrown at him at superspeed, while a large green figure clad in black slammed a fist into the robot's chest, only to fall back with a sprained wrist.

"Agh!"

"Teddy!"

Ultron was stupefied. He had expected the Mighty Avengers, and he had gotten…the Young Avengers.

"What's this?! Children?!" He barked, lashing out with his right arm, smashing the adamantium limb into Hulkling's chest, knocking the half-Skrull/Half-Kree shapeshifter away, prompting his significant other, Wiccan, to send out another blast, which jarred the nigh-unstoppable robot forward a further three inches, but then caused him to turn his attention to the dark haired boy, his antennae tilting back, and firing off the encephalo ray, knocking him out cold for the time being.

"Wiccan!" This came from Patriot, who slung his shield at the robot's head, only for it to ricochet off and smash into a car, causing no damage to the genocidal machine. An explosive arrow struck the ground beneath Ultron, which caused the robot to tip over, falling through the damaged street until he pulled himself back up with a low growl. "Uh oh…I think you pissed him off, Kate…"

"Oh, you don't think?" Hawkeye snapped as she fired off another arrow, striking Ultron in the ionic exhaust port in his 'mouth', snapping the death machine's head back for a moment.

"Accursed children! I shall show you what true power is! The power of Ultron!"

* * *

Standing several feet away was the mysterious young man who had met Titan earlier, watching the fight with a scowl and his arms crossed over his chest.

"Penny for your thoughts, lover?" came an electronic purr as a red and silver arm linked with one of his, and a heavy metal form gently leaned against him. A silver shoulder 'pad' rubbed against his own shoulder, and he sighed in frustration for several moments.

"This is NOT how this is supposed to happen? Where the hell is Stark and his tools?"

"Well, I'd assume they're elsewhere…but you're right, this is surprising, even for them…" A metal head leaned against his, a slightly sharp 'fin' grazing his ear, as the blank, almost featureless face of Alkhema-2 pressed against his cheek, mimicking a kiss. "But why are we bothering with this? There are plenty of other things we can do…more fun things…killing heroes…killing bystanders…mating…" She counted off on her other hand, red segmented fingers extended, an amused tint to her slightly distorted voice, a near-perfect replica of the deceased Avenger Mockingbird's own voice, while the young man harrumphed.

"Ever since I rebuilt you, you've been showing a discomforting interest in me…"

"Well, dearest, you're far more compatible to me than my previous husband had been…you share my interests in killing as many of these sheep as you can…you hate the Avengers, and their little tools…and you're far more than a human…you're on my level, someone I can be on equal footing with…and I must say, I'm having an absolute ball watching Ultron being used like this." She giggled, stroking his chin with one finger, prompting a small smile from the dark haired youth, though it was a tad grim.

"I suppose you're right. Though with these children's deaths, Stark will be forced to show himself eventually…all I need is time, in that case…"

"Your little double-agent better not let us down, dearheart…or we may not live to regret it…"

"Hmmm…"

* * *

During the fight with Ultron, the Young Avenger know as the Vision, the second such Vision, and still a creation of Ultron, was floating high in the air, preparing to do his density trick, when he spotted a costumed figure and a number of armed men moving through the alleys. Hesitating for a moment, he floated down after the men, and attempted to get in their way.

"Pardon me…but I do not think you belong here…" he said in his cool, almost-emotionless voice, though he was somewhat taken aback by the costumed person's outfit – it consisted of a red leather corset, matching pants, thigh high boots with heels, long gloves, a collar with a leash, and a black mask with rounded eyes slits with a leather strap going around the back, like that of a certain street fighting matador's. The person had long reddish blond hair, whipping about from the breeze created by Vision's landing. His eyes were a reddish color, and they glared at the 'teen' hero as he motioned for his men to stop moving.

"Get out of our way, you walking harddrive…or we'll crash you."

"I do not take that sort of thing lightly…" As Vision prepared to unleash a solar blast, a beam of cosmic energy struck him from behind, flinging him out into the street, as a figure in white and green flew past, covered in shadows, and within those shadows, stars could be seen on his skin and outfit.

"It's about time…" The strange man hissed as he and the others began moving again, while the new newcomer continued to blast at Vision, knocking him around severely.

* * *

Before the rest of the Young Avengers could react, the mysterious, shadowed figure rammed into Hulkling, and sent the boy flying into a building, smashing through it.

"Stay down, bro…or I'll haveta hurt ya…" came a rather insincere remark as the figure floated there, somehow still enveloped in shadow, even in the bright light of the afternoon sun.

" 'Bro'?" Patriot cocked a brow, a suspicious edge to his voice, until the figure gripped his side, and pulled, tearing away what was now revealed to be some form of shadow cloak, revealing a well-toned man with close cut white hair, black-blue skin with stars on the black portions, a white shirt with green-black shoulders and a starburst logo on the chest, and green-black pants and boots, and gloves, and gleaming golden bands. "The Hell?! Captain Marvel?!"

"Nuh nuh nuh, bubbey. I'm Fredd…Captain Marvel's clone from an alternate future," the man wagged a finger, grinning as his white eyes blinked once, then twice.

"Uh…did anyone else just hear him say that, or was it just me?" Hawkeye commented offhandedly as she nocked another explosive arrow, and fired it, though it detonated about three feet from Fredd, and instead caught her teammate Wiccan in the blast, throwing the boy backwards. "Ooops…"

"Wow…you kids really do suck…" Fredd shook his head in disbelief, then raised a hand behind him, catching his half-'brother' by the face, and slammed him into the ground, making a head-sized crater. "So…you like the boys, huh? Well, I don't normally support that sort of idiocy, but I guess for you I can make an exception…" Energy crackled along Fredd's arm, and blasted into Hulkling's head, making the teenager scream in pain, as the attack was a psychic probe. "Normally this wouldn't work, but since you happen to be…ick…half-Skrull, I can just make you 'better'…"

In a panic, a result of hearing her friend's agonized screams, Hawkeye shot off another arrow, this one hitting the otherwise-occupied Fredd in the back of the head, exploding at just the right moment and throwing the Kree villain off of his 'brother', who was caught up in the explosion, and in the momentum of Fredd's arm moving upwards, thrown into a neon sign and crashing into the roof of a close-by building, and not moving, at least not consciously, though his body was beginning to shrink and reform, changing shape into something…unexpected.

Down below, Fredd looked to Ultron, who was dealing mostly with Patriot, as though he was simply humoring the teenager to keep him from figuring out the true purpose of the attack – not that that would be hard; no one would be able to figure out why Ultron was truly there. Not now, anyway.

"Blasted meat!" The robot snarled as he swatted the young African-american aside, and reached down below, fist tearing through the pavement and catching the Vision by surprise, his throat tightly in the grasp of his 'father's cold adamantium grip. "Vision…how lovely to see you again…you were once my greatest creation, and I can detect your increased power…but it is still not enough to stop me…you are weak, because you sympathize with these disgusting meatsacks…you fraternize, you mate…you make me sick, my child." With that, the metal menace slammed Vision into the ground, and began stomping on him at an increased pace, slamming the artificial young man into a gas main, which then exploded, and threw everyone nearby into the air, Ultron hurtling through a number of cars and coming to a stop, looking worse for the wear, while Fredd, grumbling, teleported out, shielded for the most part by a force field, his part in the afternoon's activities at an end. "Blasted…uuuurk..c-ch-children…" the robot managed to say, before sliding back a panel on its arm, and began punching in a number of keys.

"Stop him!" Patriot lunged for Ultron, but a blast from the machine's eyes knocked the boy backwards, and in a shimmer of light, the adamantium menace vanished from sight, leaving nothing behind. Nothing but destruction. "Damnit…"

During Patriot's little episode, Hawkeye went over to Wiccan, and slowly shook him awake, before resorting to a hard slap to the face, resulting in him crying out and jackknifing upright.

"AGH!"

"There we go…how do you feel?"

"Ugh…like I was trampled on…where's Teddy?!" The dark haired boy jumped up onto his feet, and then looked around. His 'twin', Speed, flashed by, having been preoccupied with crowd control during the major part of the fight, his only contribution having been the chucking of asphalt fragments at Ultron's head and upper torso.

"He's…up there. But you're not gonna like it…" the silver haired teenager sighed, pointing up to the roof where Hulkling had landed, out cold. Wiccan promptly teleported himself up there, and when he saw his boyfriend, he cried out in horror, while the changeling sat up, blinking in a very confused manner.

"Teddy! What happened to you?!"

* * *

Endnotes: Cliffhanger! Woo! Not my first, probably not my last. Please bear with any unusual instances in this story, for all will be revealed in later chapters…if I explained everything here now, you wouldn't have much motivation to read the later chapters, would you? Leave me reviews if you wish, with any suggestions to improve my writing if you like.


	2. Chapter 2: Things Coming Together

Avengers: The Initiative

In

"Counter Initiative"

Arc 1 – "And So There Came a Time…"

Chapter 2 –"Things Coming Together…"

Disclaimer: The character of Titan is mine, as are a few others that will appear in this chapter and have their introductions coming. The mysterious dark haired young man is the property of Marvel Comics, after a fashion, but is still of my creation, of sorts. All will be explained in a later chapter, if not this one. All other characters are the property of the Marvel Comics Group, and their holdings and the characters' respective creators.

Author's Note: The plot is thickening. The questions the previous chapter may have invoked will be answered, after a fashion, and more mysteries will arise. What else would you expect from a long-term project like this?

* * *

In one of many secret holding cells in the Camp Hammond training facility, a former Initiative trainee was being held, for his own safety, and those of the others. This young man had once had powers approximating those of the Avenger Tigra – namely, enhanced feline senses and abilities, though lacking the full-body fur she had…that is, until the experiments. Due to the untapped potential in his genes, the Initiative's chief geneticist, Baron Von Blitzschlag began experimenting with samples of Tigra's DNA, resulting in the youth gaining a form approximate to hers, with reddish-orange fur covering hisbody, gaining claws, and stripes like a tiger on his body. During this time he wore a speedo, which was a necessity for floating around in a tank. By the time they were finished, they had, in essence, created a male Tigra. However, there was one major flaw…

The subject had become rather demented, attacking the lesser scientists and tearing them apart with his razor sharp claws, even strangling one with his tail, bloodlust in his eyes. He was promptly tranqed and put in his cell, while the Baron continued to study him, hoping to isolate what went wrong, while keeping the superhuman's existence a secret from Hank Pym, at least for the moment.

It must've been weeks since he'd seen sunlight, the being mused, sitting up with his knees up against his chin, arms wrapped around his legs, occasionally growling with anger as he thought of everything that had happened to him, and how, in his eyes, the so-called 'heroes' were to blame for everything. As he began to have his revenge fantasies again, the cell door was approached by what sounded like two guards, and something rather heavy, as he could hear the footfalls of said guards, and a loud, metallic thumping sound. The door opened up after several moments of entering in the passcodes and bypassing the other precautions, and the bright light of the outside hall shone into the superhuman's eyes, almost blinding him, as he had torn the light bulb in his cell out shortly after he was put in it. When his eyes had adjusted enough, he was surprised to see what could only be the face of the registration movement…

…The Invincible Iron Man.

"Uh, Iron Man, sir…are you sure you want to do this? He's highly unstable…the Baron told us not to let him out…"

"You two are lucky I don't have you arrested for this. This is inhumane, and deplorable. You're going to let this boy out so he can get the proper care he needs," came the distorted voice of the Avenger, as he motioned for the boy to get up. "Come on, Jaguar. It's time you joined up with my team."

"Hmph…the Avengers? Not likely…"

"I don't mean the Avengers. I mean a…special group, for people like yourself."

"Oh really? Now THAT sounds interesting…I'll take you up on your offer…anything to get the fuck out of this cell."

Iron Man then waved to the guards, and made a gruff, distorted sound. "Come on. We have one more 'patient' to free."

"You're kidding…right?"

"What did I just say?"

"Sorry…Sir."

* * *

"Woah, hey! Get off!" Speed cried out, trying to dislodge Hulkling from him, an embarassed look on the speedster's face. Wiccan sighed and closed his eyes, unable to concentrate on his efforts to restore his significant other back to his original self.

Or rather, HER original self.

As a result of Fredd's mental tampering, Hulkling was locked in a female form. Oh, she could still shapeshift into anyone, but with the problem was that no matter who she picked, it was always female – if it was a male person, the form would be transgendered, as though the Half-Skrull/Half-Kree had a new mental block added. But that wasn't the worst of it. No, the worst of it was her attitude.

She was ENJOYING herself.

She was acting completely out of character, hitting on the other guys on the team, embarassing them with her lewd comments, especially since she towered over them in her battle form, and refused to change out of it. Her hair was now longer, going down to her neck, and nice and straight, rather than the sort of messy style Teddy had when he was a boy. Needless to say, this behavior was worrisome to her friends and teammates, with Billy attempting every so often to try a spell to change her back into a him, but with no luck, as when that happened, the body would just revert back to female. This, he reasoned, was not only a result of the brain tampering, but would also seriously hamper their relationship.

"Awww, come on, Tommy…All I want is, like, an hour with you! I bet you could really please a girl with those powers!"

"Gah! Billy, call off your messed up girlfriend already!" The speedster hid behind Patriot, who was wearing a grimace at the moment.

"Her behavior is most illogical," Vision mused, stroking his chin thoughtfully as he tilted his head to the side, floating a few inches up from the ground, before Patriot spoke up for the first time in about fifteen minutes, which had been his refusing Hulkling's offer for a quick 'tussle'.

"And I thought things were messed up before…" he sighed, shaking his head ruefully. Hawkeye then spoke up, trying to take everyone's mind off of the seriousness of things.

"Uh, what do we call Teddy now? Hulkling, or She-Hulkling?"

"Is this really the time for that?" Billy snapped, before sighing. "I'm sorry, Kate…You know I didn't mean to do that…this is just…really messed up."

"I know it is…and it's not like we can go to anyone for help…" At the utterance of those words, Wiccan perked up with a grin on his face. "Uh, Billy? What's with that look on your face?"

"We CAN go get help!"

"How? Reed Richards, Tony Stark, and Hank Pym are all our enemies now. There's no way we can go to them for help without having to turn ourselves in, and go to jail, or have our powers taken away." Kate gave him a look, and rolled her eyes a bit.

"Not that! Doctor Strange! He's not on the Initiative's side! He can fix this, no problem!" Everyone else nodded in assent, and Teddy gave them all a look, pouting.

"Aw, come on…do we really need to fix this? I haven't felt this great in…well…ever! Who knew how fun it was to be a girl?"

"…I'm going to pretend you didn't just say that, Teddy…" Wiccan groaned as he rubbed his forehead a bit, before beginning to chant, the team surrounded in blue-white light, and vanishing from their warehouse hideaway, to reappear in front of Doctor Strange's (concealed) townhouse in a few moments.

* * *

"Wooo…that was a headtrip…" Kate groaned as she fell down on her backside, removing her shades for a few moments before looking up with a frown at the sign on top of the building. "Uh, guys? Did we get the right place?"

"What do you mean? Of course we…uh…guys…tell me I'm not crazy." Patriot spoke up, a confused look on his face as he eyed the sign as well. Wiccan blinked, confused, before looking up as well, his jaw dropping in shock…for before them…was a sign reading "Another Starbucks…Under Construction"…or something to similar effect.

"But I was so sure this was were Strange lived…" Wiccan said, quietly, at a loss for words otherwise at being thwarted this way. Hulkling blinked a few times, and leaned up against a post, a little smile on her face.

"Well then! This is a sign! I stay this way!"

Then, all of a sudden, there was a flash of light, prompting the Young Avengers to look back at the sign, and the under-construction coffee house…only to see the front door to Doctor Strange's townhouse open, a bald asian man bowing a little to them and motioning for them to step in.

"Come…the Doctor will see you now."

* * *

The four figures stood outside the next cell – in a level below Jaguar's 'accomodations' – which was sealed shut even tighter, with a complicated seven code lock, the door itself made of adamantium. Iron Man looked to the guards, and motioned with his armored head.

"Unlock it," he said, gruffly, and, after only a moment of hesitation, the guard nodded, and began hitting the keys, and then stepped up to the retina scanner, a beep confirming that the door was now unlocked, opening as the gears inside turned to the open position, and revealed a tall figure in a mixture of chains and high-tech restraints.

The figure looked a lot like She-Hulk…enough to be her twin…but had black hair, red skin instead of green, and gowing red eyes intead of a soft, non-glowing green. She was wearing a one piece that was black and blue, a pair of thigh high boots, and long gloves, with studs around the wrists and ankles, and a collar around her neck, for show more than anything. She growled at them, unsure of what was going on, when the guards hesitantly approached her, and released the locks that held her in place, freeing her. She was approached by the Golden Avenger, who had his arms crossed over his chest.

"What's…going on?" the woman asked, confused, before Iron Man spoke up.

"Gamazon…you're being enlisted."

"Enlisted…?"

"You won't be in this cell any longer. You're going to join a new team."

"Just like that…? I thought they said I was too dangerous to be let out…"

"Well, that's all changed. Your 'condition' has a cure now." Iron Man nodded, trying to speak soothingly, the red-skinned amazon giving him a weak smile.

"Really…? Which one…? The radiation, or the…?"

"The radiation. The other one isn't a condition. It's just how you are."

"You have no idea how relieved I am to hear someone say that…"

Jaguar pffted, and rolled his feline eyes, crossing his arms over his bare chest. "Oh, puh-lease. Spare me from your sap, Shellhead, and let's get going. I won't believe you till you get us the hell out of this place. I've been here long enough to get sick of it." This caused Iron Man to chuckle softly, and he put an armored hand on Gamazon's side, guiding her out of the cell. "It's about damn time, girl…" the cat-man growled, narrowing his eyes a bit at her, only to flinch when she stretched, the muscles in her arms tensing, veins bulging a bit as she gave him a mean look. "Uh…I mean…welcome aboard?" he laughed weakly, a nervous look on Jaguar's face.

"Come now, you too. You're going to have to learn to get along better than that. We still have to recruit the rest of the team…but to do that we're going to have to leave Camp Hammond here, and head into the city."

"Yes! Finally! I'm out of here!" Jaguar grinned, flashing his cat-like teeth, pumping a fist in the air, prompting a sigh from Gamazon as she put a hand to her face, and blinked her glowing eyes a few times.

"Immature much?"

"Immature? I've been stuck in that cell so long--"

"You're not the only one, you know! I've been in there maybe longer than you!" She snapped back, pulling a fist back and preparing to throw a punch, before Iron Man stomped a foot down, causing the ground to tremble, and the two to separate, muttering to themselves and shooting each other, and the armored Avenger, dirty looks.

* * *

"—and so that's how it happened, Doctor. Please, is there anything you can do?" Wiccan was seated in a chair, across from the floating Doctor Strange, while Hulkling looked about the room, humming a bit and wolf-whistling at Spider-Man, embarassing the older hero a bit, who turned to Ronin, and whispered to him.

"She's kinda creepy, don't you think?"

"It's not her fault…she's s'posed to be a guy…must've been one helluva fight though…" the black costumed man nodded a bit, crossing his arms over his chest, while his friend and teammate hung from a few strands of webbing attached to the roof, his arms crossed over his chest.

"But did she really have to pinch my butt like that? It still hurts…"

"Hehehe…"

"Oh, har-har…wait 'till she gets you, amigo. Then we'll see who's laughing…" the twenty-something teacher/superhero reaching out, flicking the side of Ronin's mask with two fingers, causing it to misalign and obcure his vision.

"Hey! Real mature, webhead…real mature."

"A-thank you, a-thank you." He did a little bow, snickering softly, as Ronin fixed his mask. "Where's Luke? And Jess?"

"They're with the baby on the second floor."

"And Logan?"

"Right here, bub. Could hear you two smart guys arguin' for the past five minutes…yer both immature." The short, stocky man spoke, as the smell of his cigars filled the room, making the two masked heroes grimace a bit.

"Ugh, seriously, Wolvie…you really gotta stink the place up with those things?"

"Parker…I don't judge you for bein' a nerd…don't you judge me for needin' a smoke."

"It just stinks…"

"S'not my problem, bub. You don't like it, we can take it up out back."

"Why do things always have to be a fight with you, Logan? And why do you always have to be wearing that cowboy hat?"

"What's th' matter with a little style, Parker? I think it's dignified."

Ronin snickered a bit at the prolonged exchange between the two, before Logan fixed an eye on him, a little grin on his face. "What…?"

"Behind ya, Clint."

"Huh…YEOWCH!" Ronin promptly hopped forward, a hand flying back to his rear, as Hulkling giggled.

"Now THAT is a firm butt!"

"Damnit, girl…"

"That is really getting old…" Patriot sighed, looking up from the bookshelf full of mystery novels he was at, a hand resting on a collected volume of Sherlock Holmes, while Kate/Hawkeye was leafing through a magazine that belonged to the afforementioned Jessica Jones-Cage, a look on her face that spoke of her concern, but also a bit of boredom with the lack of activity at the moment. Doctor Strange cleared his throat, silencing everyone in an instant. Then the Soceror Supreme looked back to Wiccan, and sighed heavily.

"I am deeply sorry…but at this time there is nothing I can do….the energy that has transformed your friend is a kind I have never seen before…it is cosmic in nature, but it is also psychic…it is quite similar to the energies the Scarlet Witch once tapped into, but then again, it isn't. I cannot describe it yet…I shall need time to study Hulkling's condition. Please, try to bear with it for as long as you can." He said, with a heavy heart. Wiccan sighed as well, and slouched back in his chair.

"I understand, Doctor. Please, take your time…we don't want you to rush this and make a mistake. We'll keep Teddy under control for as long as we can…"

"If you experience any trouble in this regard, please feel free to come back and stay here for as long as you like. As long as you keep out of trouble, there shouldn't be any problem with restoring her to her normal state. In her current condition, she'd likely be easy prey for Iron Man's forces…"

"Hey, I'm not that stupid…" the green girl replied, a sour look on her face as she found a chair to sit in, and fell back in it, dangling one arm over the armrest, and resting one arm against the other armrest, proping up her chin with it. "I just…can't help myself around guys…doesn't mean I'm gonna get arrested or anything…"

"Yeah, until they figure out the problem and try to bait you…" Kate pointed out, half-heartedly.

"Oh, yeah…"

"Uhm…I was kidding…"

* * *

As they walked out of the compound, the two ex-recruits blinked rapidly, before Iron Man grabbed then both by the hands, and then blasted up into the sky, prompting a bit of commotion as the training new heroes saw the spectacle, pointing up and pausing in their 'work' to talk amongst each other. Most of this was centered around the fact that at least one of the Armored Avenger's passengers was resisting a bit.

"Stop moving so much, Jaguar…my armor can't compensate…" Iron Man grunted, trying to keep steady, straining a bit from the weight of Gamazon, and the wind resistance he was getting from Jaguar, who finally settled down when it became clear that if he kept it up, he was going to be released, though he was still snarling and hissing a bit.

"Oh, shut up, kitty," Gamazon sneered, sticking her tongue out at the other passenger, prompting Iron Man to fix her with a mild glare. "Sorry, sir…"

"Where are we going, anyways?"

"Our headquarters. I'm placing you two, and the other future members of our covert team in a different location, so that we can have a bit of deniability should there be any problems in the field…" the Avenger spoke, as he flew over the New York Harbor, finally settling down in front of a warehouse near the docks, setting his passengers down with a barely-concealed grunt. "Here…it looks much better on the inside, I assure you…" The other two moved forward, then entered the building, and whistled as they moved from room to room – there was a training area, a recreation area, and even separate sleeping quarters on each level of the warehouse, which consisted of three levels, which could be seen from the stairs on the first level, which weren't too far from the entranceway.

Iron Man stepped in, closing the door behind him, and nodded a bit. "For the forseeable future, this will be our base of operations. Don't…and I mean DON'T…have guests over. If you feel the need to socialize, do it in the city or amongst your teammates. I don't want any of our enemies finding this place and attacking…"

"Right, 'boss'," Jaguar said, sarcastically, while Gamazon nodded, a look of amazement on her face.

"Wow…it looks like this place has everything…"

"Spoken like a true commoner…" Jaguar commented under his breath, though giving her a fake smile when she shot him a glare. "What?"

"I heard that, furball. You give me one more reason, and I'll skin you…"

"Sure you will."

"Both of you – KNOCK IT OFF!" Iron Man yelled – or rather, he turned up the volume on his helmet's comms system, which simulated yelling, while really he was still speaking in the same even tone he'd been using for hours. The two quickly quieted down, and looked away frome ach other. "Both of you, get something to eat…we have a long week ahead of us…"

* * *

End Notes: Another cliffhanger, though not as bad as the last chapter's. I hope you enjoyed yourself, as much as I enjoyed writing this.


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